Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 22, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ALL AMERICAN SPORTPARK INC | |
Entity Central Index Key | 930,245 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,624,123 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Prepaid expenses and other current assets | $ 868 | $ 272 |
Assets held for sale | 500,084 | 565,215 |
Total current assets | 500,952 | 565,487 |
Property and equipment, net of accumulated depreciation of $756,040 and $728,726, as of June 30, 2016 and December 31, 2015, respectively | 671 | 1,355 |
Total Assets | 501,623 | 566,842 |
Current liabilities: | ||
Accounts payable and accrued expenses | 339,618 | 307,743 |
Current portion of notes payable - related parties | 3,300,149 | 3,300,149 |
Current portion due to related parties | 1,247,582 | 1,213,066 |
Current portion of capital lease obligation | ||
Accrued interest payable - related party | 5,507,327 | 5,336,996 |
Liabilities held for sale | 3,667,210 | 3,725,448 |
Total current liabilities | 14,061,886 | 13,883,401 |
Stockholders' (deficit): | ||
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 4,624,123 and 4,624,123 shares issued and outstanding as of June 30, 2015 and December 31, 2015, respectively | 4,624 | 4,624 |
Prepaid equity-based compensation | (944) | |
Additional paid-in capital | 14,408,270 | 14,408,270 |
Accumulated deficit | (28,480,266) | (28,169,696) |
Total All-American SportPark, Inc. stockholders' deficit | (14,067,372) | (13,757,746) |
Non-controlling interest in net assets of subsidiary | 507,109 | 441,187 |
Total stockholders' deficit | (13,560,263) | (13,316,559) |
Total Liabilities and Stockholders' Deficit | $ 501,623 | $ 566,842 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock. authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 50,000,000 | 50,000,000 |
Common Stock, issued | 4,624,123 | 4,624,123 |
Common Stock, outstanding | 4,624,123 | 4,624,123 |
Property And Equipment, accumulated depreciation | $ 756,040 | $ 728,726 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Expenses: | ||||
General & administrative | $ 99,324 | $ 95,306 | $ 173,649 | $ 182,598 |
Depreciation and amortization | 272 | 477 | 684 | 955 |
Total expenses | 99,596 | 95,783 | 174,333 | 183,553 |
Net operating income (loss) | (99,596) | (95,783) | (174,333) | (183,553) |
Other income (expense): | ||||
Interest expense | (102,424) | (105,372) | (204,849) | (209,234) |
Other income (expense) | ||||
Total other expense | (102,424) | (105,372) | (204,849) | (209,234) |
Net loss before provision for income tax | (202,020) | (201,155) | (379,182) | (392,787) |
Provision for income tax expense | ||||
Net loss from continued operations | (202,020) | (201,155) | (379,182) | (392,787) |
Net income from Discontinued operations | 36,349 | 53,991 | 134,534 | 160,974 |
Net loss | (165,672) | (147,164) | (379,182) | (231,813) |
Net income attributable to non-controlling interest | 17,811 | 26,456 | 65,922 | 78,879 |
Net loss attributable to All-American SportPark, Inc. | $ (183,483) | $ (227,612) | $ (310,570) | $ (310,692) |
Basic and diluted income (loss) per weighted average common share | ||||
Continuing Operations | $ (0.04) | $ (0.04) | $ (0.08) | $ (0.08) |
Discontinued Operations | 0 | 0.01 | 0.01 | 0.03 |
Total basic and diluted loss per weighted average common share | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.07) |
Weighted average number of common shares outstanding - basic and fully diluted | 4,622,123 | 4,622,123 | 4,622,123 | 4,622,123 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (202,020) | $ (201,155) | $ (379,182) | $ (392,787) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization expense | 272 | 477 | 684 | 955 |
Share-based compensation | 944 | 2,832 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (596) | 218 | ||
Accounts payable and accrued expenses | 31,875 | (35,882) | ||
Accrued interest payable and other - related party | 204,848 | 158,596 | ||
Net cash provided by operating activities | (141,427) | (266,068) | ||
Net increase in cash | (141,427) | (266,068) | ||
Cash flow provided by discontinued operations | 141,427 | 266,068 | ||
Cash - beginning | ||||
Cash - ending | ||||
Supplemental disclosures: | ||||
Interest paid | ||||
Income taxes paid |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | Note 1 Basis of presentation The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited condensed consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2015 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of consolidated interim reports. Results of operations for interim periods may not be indicative of annual results. Certain reclassifications have been made in prior periods financial statements to conform to classifications used in the current period. On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Companys 51% interest in All American Golf Center, Inc. (AAGC), which constitutes substantially all of the Companys assets. Pursuant to the Transfer Agreement, the Company intends to transfer the 51% interest in AAGC to Ronald Boreta and John Boreta (the Boretas), and also issue to the Boretas 1,000,000 shares of the Companys common stock, in exchange for the cancellation of promissory notes held by the Boretas and the interest accrued thereon totaling approximately $8,667,725. In connection with the closing of the Transfer Agreement, AAGC will assume the obligation of the Company to pay Ronald Boreta for deferred salary which currently totals $320,000. In addition, AAGC will forgive approximately $4,125,000 in advances previously made by it to the Company to fund its operations. Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas will forgive approximately $1,367,000 owed to them by the Company. The Company will forgive approximately $27,605 owed to the Company by entities controlled by the Boretas. The Board believes that the approval and consummation of the Transfer Agreement and the transactions contemplated thereby are in the best interest of the Company. Accordingly, at a meeting of the Board held on May 16, 2016, the Board approved the Transfer Agreement, and the transactions contemplated thereby, subject to certain conditions that were subsequently met, and directed that these items be presented to stockholders of the Company holding a majority of the issued and outstanding shares of the Companys Common Stock. Under Nevada law and our Bylaws, the affirmative vote of a majority of the issued and outstanding shares of the Companys Common Stock, par value $0.001 per share (Common Stock), as of the close of business on June 10, 2016 (the Record Date), was required to approve the Transfer Agreement and the transactions contemplated thereby. Each share of Common Stock is entitled to one vote per share. As of the Record Date there were issued and outstanding 4,624,123 shares of Common Stock. As permitted by the Nevada Law, on the Record Date the Company received a written consent in lieu of a meeting of stockholders from holders of 2,343,915 shares of Common Stock representing approximately 50.69% of the total issued and outstanding shares of Common Stock approving the Transfer Agreement and the transactions contemplated thereby. The closing of the Transfer Agreement will not occur until at least 20 days after an Information Statement is mailed to the Companys stockholders concerning the transactions. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 2 Discontinued Operations As of June 30, 2016 the business activities of All-American Golf Center (AAGC) are deemed held for sale in accordance with ASC 205. All references to discontinued operations included the operations of AAGC only. Results of Discontinued Operations: For the Three Months Ending For the Six Months Ending June 30, June 30, 2016 2015 2016 2015 Revenue 486,137 495,521 999,106 1,015,552 Revenue - Related Party 40,950 40,950 81,900 81,900 Total Revenue 527,087 536,471 1,081,006 1,097,452 Cost of revenue 158,630 153,213 288,665 297,728 Gross profit 368,457 383,258 792,341 799,724 General and administrative expenses 273,710 270,719 542,775 522,586 Depreciation and amortization 28,164 27,363 56,522 54,200 Total expenses 301,874 298,083 599,297 576,786 Net operating income 66, 583 85,175 193,044 222,939 Other income (expense): Interest expense (30,234) (31,184) (58,510) (61,964) - - - - Total other income (expense) (30,234) (31,184) (58,510) (61,964) Income from discontinued operation 36,349 53,991 134,534 160,974 The assets and liabilities of discontinued operations are set forth as below: Assets June 30, 2016 December 31, 2015 Current assets: Cash 0 5,856 Accounts receivable 19,740 18,339 Prepaid expenses and other current assets 10,850 15,002 Total current assets 30,590 39,197 Property and equipment, 496,494 526,018 FA Total 496,494 526,018 Total Assets 500,084 565,215 Current liabilities: Cash in excess of available funds 29,371 Accounts payable and accrued expenses 467,247 465,958 Current portion of deferred revenue 125,000 125,000 Current portion of notes payable - related parties 999,077 999,077 Current portion due to related parties 528574 511,220 Current portion of capital lease obligation 28,407 32,082 Accrued interest payable - related party 908,936 868,679 Total current liabilities 3,057,241 3,031,387 Long-term liabilities: Long-term portion of capital lease obligation 21,421 33,623 Deferred revenue 50,000 100,000 Deferred rent liability 538,548 560,438 Total long-term liabilities 609,969 694,061 Total Liabilities 3,667,210 3,725,448 |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 Going concern As of June 30, 2016, we had an accumulated deficit of $28,480,266. In addition, the Companys current liabilities exceed its current assets by $13,560,936 as of June 30, 2016. The Companys management believes that its operations may not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As described in Note 1, the Companys Board of Directors determined that it was in the best interests of the Company to enter into the Transfer Agreement with the Boretas. The closing of that agreement would result in the elimination of nearly all of the debt of the Company. However, after the closing, the Company would have no significant assets and would continue to depend on affiliates to provide funds to pay its ongoing expenses. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Recent Accounting Policies
Recent Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Policies | Note 4 Recent accounting policies The Company believes there are no new accounting pronouncements adopted but not yet effective that is relevant to the readers of our financial statements. |
Non Controlling Interest
Non Controlling Interest | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non Controlling Interest | Note 5 Non controlling interest Non-controlling interest represents the minority stockholders proportionate share of the equity of All-American Golf Center ("AAGC') which is a 51% owned subsidiary of the Company. At June 30, 2015, we owned 51% of AAGCs capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGCs operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as Non-controlling interest in consolidated subsidiary in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. Pursuant to the Transfer Agreement, at the closing we would transfer our 51% interest in AAGC, which constitutes substantially all of our assets, to the Boretas. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 Related party transactions Due to related parties The Companys employees provide administrative/accounting support for (a) three golf retail stores, named Saint Andrews Golf Shop ("SAGS"), Las Vegas Golf and Tennis ("Boca Store") and Las Vegas Golf and Tennis Superstore (Westside 15 Store), owned by Ronald Boreta, the Company's President, and his brother, John Boreta, a Director of the Company. The SAGS store is the retail tenant in the TMGE. Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $14,753 and $ for the six months ended June 30, 2016 and 2015, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties. In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Companys President and his brother, and the former Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,247,582 and $1,213,066 as of June 30, 2016 and December 31, 2015, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores. Both Ronald Boreta and John Boreta have continued to defer half of their monthly salaries until the Company is in a more positive financial state. The amounts deferred for the first six months of 2016 and 2015 were $48,750 and $48,750, respectively. Notes and Interest Payable to Related Parties: The Company has various notes and interest payable to the following entities as of June 30, 2016, and December 31, 2015, respectively: 2016 2015 From Continuing Operations: Various notes payable to Vaso Boreta bearing 10% per annum and due on demand (1) $ 3,200,149 $ 3,200,149 Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand (2) $ 100,000 $ 100,000 From Discontinued Operations: Various notes payable to SAGS, bearing 10% per annum and due on demand (3) 704,656 $ 704,656 Various short term notes payable to the Westside 15 Store, bearing 10% per annum and due on demand (4) $ 93,921 $ 88,921 Note payable to BE, III bearing 10% per annum and due on demand (5) $ 200,500 $ 200,500 Total $ 4,299,226 $ 4,294,226 1) Vaso Boreta is the former Chairman of the Board of the Company who passed away in October 2013. 2) BE Holdings, LLC is owned by Ronald Boreta and John Boreta. 3) Saint Andrews is owned by Ronald Boreta and John Boreta. 4) The Westside 15 Store is owned by Ronald Boreta and John Boreta 5) BE III, LLC is owned by Ronald Boreta and John Boreta. All maturities of related party notes payable and the related accrued interest payable as of June 30, 2015 are due and payable upon demand. On June 15, 2009, the Company entered into a Stock Transfer Agreement with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder and now a Director of the Company. Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Companys outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $ 600,000. As of June 30, 2016 and December 31, 2016, accrued interest payable - related parties related to the notes payable related parties totaled $5,507,327 and $5,336,996, respectively . Lease to SAGS AAGC subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2013 with a 5% increase for each of two 5-year options to extend in July 2013 and July 2017. For the three months ending June 30, 2016 and 2015, the Company recognized rental income totaling $81,900 and $81,900, respectively. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7 Commitments Lease Agreements From Discontinued Operation The land underlying the TMGE is leased under an operating lease that was to initially expire in 2013 and had two five-year renewal options. In March 2006, the Company exercised the first of two options, extending the lease to 2018. Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues. The Company recognizes the minimum rental expense on a straight-line basis over the term of the lease, which includes the two five year renewal options. At June 30, 2015, minimum future lease payments under non-cancelable operating leases are as follows: 2016 529,840 2017 543,086 Thereafte 2,768,416 Total $ 4,238,724 Total rent expense for this operating lease was $264,918 and $264,918 for the six months ended June 30, 2016 and 2015. Capital Lease From Discontinued Operation The Company entered into a capital lease for new Club Car gas powered golf carts. The lease is 48 months in length and started on December 8, 2013. The Company pays $2,887 a month in principal and interest expense related to the lease. The following is a schedule by year of future minimum payments required under these lease agreements. Yearly Amount 2016 17,322 2017 34,644 Total $ 51,966 Customer Agreement From Discontinued Operation On June 19, 2009, AAGC entered into a Customer Agreement with Callaway Golf Company ("Callaway") and Saint Andrews pursuant to which Callaway has agreed to make certain cash payments and other consideration to AAGC and Saint Andrews in exchange for an exclusive marketing arrangement for the golf center operated by AAGC. Callaway is a major golf equipment manufacturer and supplier. On March 9, 2013, AAGC entered into an amendment to its Customer Agreement with Callaway (the Amendment). The Amendment provided that AAGC was to use all reasonable efforts to negotiate and enter into a non-exclusive written contract with an alternative retail branding partner. In the event that AAGC was successful in executing a written contract with an alternative retail branding partner, the Customer Agreement would terminate on June 30, 2013. Pursuant to the terms of the Amendment, Callaway was not required to pay any marketing funds or other fees or expenses required under the Customer Agreement during the first two quarters of 2013. The Amendment also provided that Callaway could, at its option, continue to feature its products in a second position at the golf center , after Sponsorship Agreement On March 27, 2013, AAGC entered into a Golf Center Sponsorship Agreement (Sponsorship Agreement) with Taylor Made Golf Company, Inc., doing business as TaylorMade-adidas Golf Company (TMaG) pursuant to which the golf center operated by AAGC was to be rebranded using TaylorMade® and other TMaG trademarks. As part of the Sponsorship Agreement, TMaG agreed to reimburse AAGC for the reasonable costs associated with the rebranding efforts, including the costs associated with the build-out of the golf center and a new performance lab (described below), up to a specified maximum amount. In addition AAGC received a payment of $200,000 upon execution of the Sponsorship Agreement and, so long as AAGC continues to operate the golf center and comply with the terms and conditions of the Sponsorship Agreement TMaG was to make additional payments to AAGC on each of March 26, 2015 and March 26, 2015. The Sponsorship Agreement provides that TMaG would install a performance lab at AAGC's facility that would include one nine-camera motion analysis system and one putting lab, and would provide additional services, equipment, supplies and resources for the golf center. The performance lab was installed in 2013. Phase I of the remodeling of the golf center included the entire golf shop, activities area/golf check-in and restaurant area and was completed in the first quarter of 2015. Phase II is expected to begin in the second or third quarter of 2015 and will involve remodeling the driving range area and additional construction in the golf shop. The Sponsorship Agreement includes provisions concerning the display of TMaG merchandise, payment terms, retail sales targets and other related matters. Also, Saint Andrews Golf Shop, a tenant of AAGC which is owned by Ronald Boreta, the Company's President, and John Boreta, a Director of the Company, will receive a quarterly rebate based on the wholesale price of the TMaG merchandise purchased at the golf center. In addition, provided that the Las Vegas Golf and Tennis stores owned by Ronald Boreta and John Boreta maintain TMaG as their premier vendor at its locations, TMaG will pay such stores a quarterly rebate based on the wholesale price of the TMaG merchandise purchased at those locations. The initial term of the Sponsorship Agreement is for five years. AAGC and TMaG may mutually agree in writing to extend the Sponsorship Agreement for an additional four year period; provided that the option to renew the Agreement shall be determined by the parties not later than ninety (90) days prior to the end of the initial term and shall be consistent with the AAGC's lease on its golf center property. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 7 Stockholders' deficit Preferred stock As of June 30, 2016, we had no preferred shares issued and outstanding. Common stock As of June 30, 2016, we had 4,624,123 shares of our $0.001 par value common stock issued and outstanding. Equity-based compensation On May 24, 2013, the Company granted 68,000 shares of restricted common stock to one director and one employee for services. In accordance with the terms of the grant, the shares will vest in full at the end of two years from the date of grant for the director. The restricted common stock granted to the employee will vest in full at the end of three years from the date of grant. The Company has recorded prepaid stock-based compensation of $3,211 representing the estimated fair value on the date of grant, and will amortize the fair market value of the shares to compensation expense ratably over the two and three year vesting periods. As of June 30, 2016. Prepaid stock-based compensation balance is zero. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 Subsequent Events After a review of all business dealings, the Company determined that it had no subsequent events to disclose. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Assets And Liabilities Of Discontinued Operations [Member] | |
Schedule Of Disposal Groups Including Discontinued Operations | Assets June 30, 2016 December 31, 2015 Current assets: Cash 0 5,856 Accounts receivable 19,740 18,339 Prepaid expenses and other current assets 10,850 15,002 Total current assets 30,590 39,197 Property and equipment, 496,494 526,018 FA Total 496,494 526,018 Total Assets 500,084 565,215 Current liabilities: Cash in excess of available funds 29,371 Accounts payable and accrued expenses 467,247 465,958 Current portion of deferred revenue 125,000 125,000 Current portion of notes payable - related parties 999,077 999,077 Current portion due to related parties 528574 511,220 Current portion of capital lease obligation 28,407 32,082 Accrued interest payable - related party 908,936 868,679 Total current liabilities 3,057,241 3,031,387 Long-term liabilities: Long-term portion of capital lease obligation 21,421 33,623 Deferred revenue 50,000 100,000 Deferred rent liability 538,548 560,438 Total long-term liabilities 609,969 694,061 Total Liabilities 3,667,210 3,725,448 |
Results of Discontinued Operations [Member] | |
Schedule Of Disposal Groups Including Discontinued Operations | For the Three Months Ending For the Six Months Ending June 30, June 30, 2016 2015 2016 2015 Revenue 486,137 495,521 999,106 1,015,552 Revenue - Related Party 40,950 40,950 81,900 81,900 Total Revenue 527,087 536,471 1,081,006 1,097,452 Cost of revenue 158,630 153,213 288,665 297,728 Gross profit 368,457 383,258 792,341 799,724 General and administrative expenses 273,710 270,719 542,775 522,586 Depreciation and amortization 28,164 27,363 56,522 54,200 Total expenses 301,874 298,083 599,297 576,786 Net operating income 66, 583 85,175 193,044 222,939 Other income (expense): Interest expense (30,234) (31,184) (58,510) (61,964) - - - - Total other income (expense) (30,234) (31,184) (58,510) (61,964) Income from discontinued operation 36,349 53,991 134,534 160,974 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Notes and Interest Payable to Related Parties | 2016 2015 From Continuing Operations: Various notes payable to Vaso Boreta bearing 10% per annum and due on demand (1) $ 3,200,149 $ 3,200,149 Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand (2) $ 100,000 $ 100,000 From Discontinued Operations: Various notes payable to SAGS, bearing 10% per annum and due on demand (3) 704,656 $ 704,656 Various short term notes payable to the Westside 15 Store, bearing 10% per annum and due on demand (4) $ 93,921 $ 88,921 Note payable to BE, III bearing 10% per annum and due on demand (5) $ 200,500 $ 200,500 Total $ 4,299,226 $ 4,294,226 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases Future Minimum Payments Schedule | 2016 529,840 2017 543,086 Thereafte 2,768,416 Total $ 4,238,724 |
Capital Lease Future Minimum Payments Schedule | Yearly Amount 2016 17,322 2017 34,644 Total $ 51,966 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Results of Discontinued Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 486,137 | $ 495,521 | $ 999,106 | $ 1,015,552 |
Revenue - Related Party | 40,950 | 40,950 | 81,900 | 81,900 |
Total Revenue | 527,087 | 536,471 | 1,081,006 | 1,097,452 |
Cost of revenue | 158,630 | 153,213 | 288,665 | 297,728 |
Gross profit | 368,457 | 383,258 | 792,341 | 799,724 |
General and administrative expenses | 273,710 | 270,719 | 542,775 | 522,586 |
Depreciation and amortization | 28,164 | 27,363 | 56,522 | 54,200 |
Total expenses | 301,874 | 298,083 | 599,297 | 576,786 |
Net operating income | 66,583 | 85,175 | 193,044 | 222,939 |
Other income (expense): | (30,234) | (31,184) | (58,510) | (61,964) |
Interest expense | ||||
Total other income (expense) | (30,234) | (31,184) | (58,510) | (61,964) |
Income from discontinued operation | $ 36,349 | $ 53,991 | $ 134,534 | $ 160,974 |
Discontinued Operations (Deta19
Discontinued Operations (Details) - Assets And Liabilities Of Discontinued Operations - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 0 | $ 5,856 |
Accounts receivable | 19,740 | 18,339 |
Prepaid expenses and other current assets | 10,850 | 15,002 |
Total current assets | 30,590 | 39,197 |
Property and equipment, | 496,494 | 526,018 |
FA Total | 496,494 | 526,018 |
Total Assets | 500,084 | 565,215 |
Current liabilities: | ||
Cash in excess of available funds | 29,371 | |
Accounts payable and accrued expenses | 467,247 | 465,958 |
Current portion of deferred revenue | 125,000 | 125,000 |
Current portion of notes payable - related parties | 999,077 | 999,077 |
Current portion due to related parties | 528,574 | 511,220 |
Current portion of capital lease obligation | 28,407 | 32,082 |
Accrued interest payable - related party | 908,936 | 868,679 |
Total current liabilities | 3,057,241 | 3,031,387 |
Long-term liabilities: | ||
Long-term portion of capital lease obligation | 21,421 | 33,623 |
Deferred revenue | 50,000 | 100,000 |
Deferred rent liability | 538,548 | 560,438 |
Total long-term liabilities | 609,969 | 694,061 |
Total Liabilities | $ 3,667,210 | $ 3,725,448 |
Related Party Transactions (Det
Related Party Transactions (Detail) - Notes and Interest Payable to Related Parties - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Notes Payable, current and non-current | $ 4,299,226 | $ 4,299,226 |
Continuing Operations [Member] | Vaso Boreta [Member] | ||
Notes Payable, current and non-current | $ 3,200,149 | $ 3,200,149 |
Notes Payable, interest | 10.00% | 10.00% |
Continuing Operations [Member] | BE Holdings 1, LLC [Member] | ||
Notes Payable, current and non-current | $ 100,000 | $ 100,000 |
Notes Payable, interest | 10.00% | 10.00% |
Discontinued Operations [Member] | SAGS [Member] | ||
Notes Payable, current and non-current | $ 704,656 | $ 704,656 |
Notes Payable, interest | 10.00% | 10.00% |
Discontinued Operations [Member] | Westside, 15, LLC [Member] | ||
Notes Payable, current and non-current | $ 93,921 | $ 93,921 |
Discontinued Operations [Member] | BE, III [Member] | ||
Notes Payable, current and non-current | $ 200,500 | $ 200,500 |
Notes Payable, interest | 10.00% | 10.00% |
Commitments (Detail) - Operatin
Commitments (Detail) - Operating Leases Future Minimum Payments Schedule | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 529,840 |
2,017 | 543,086 |
Thereafter | 2,768,416 |
Total | $ 4,238,724 |
Commitments (Detail) - Capital
Commitments (Detail) - Capital Lease Future Minimum Payments Schedule | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 17,322 |
2,017 | 34,644 |
Total | $ 51,966 |
Basis Of Presentation (Details
Basis Of Presentation (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Transfer Agreement | ||
Interest in Subsidiary | 51.00% | |
Shares for Debt | 1,000,000 | |
Cancellation of Debt for Shares | $ 8,667,725 | |
Deferred Salary Payable | $ 320,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, issued | 4,624,123 | 4,624,123 |
Common Stock, outstanding | 4,624,123 | 4,624,123 |
Common Stock Total Issued, percentage | 50.69% | |
All-American Golf Center [Member] | ||
Transfer Agreement | ||
Forgiveness of Payable - Related Party | $ 4,125,000 | |
Boretas [Member] | ||
Transfer Agreement | ||
Forgiveness of Payable - Related Party | 1,367,000 | |
Forgiveness of Receivable - Related Party | $ 27,605 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 28,480,266 | $ 28,169,696 |
Working Capital Deficit | $ 13,560,936 |
Non Controlling Interest (Detai
Non Controlling Interest (Details Narrative) | Jun. 30, 2016 |
Non-Controlling Interest In Consolidated Subsidiary | 51.00% |
All-American Golf Center [Member] | |
Non-Controlling Interest In Consolidated Subsidiary | 51.00% |
Transfer of Non-Controlling Interest, via Transfer Agreement | 51.00% |
Related Party Transactions (D26
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |||
Payroll And Employee Benefits Expenses | $ 14,753 | $ 13,860 | |
Current portion due to related parties | 1,247,582 | $ 1,213,066 | |
Deferred Salaries | $ 48,750 | 24,375 | |
Minority Ownership, transferred | 49.00% | ||
Minority Ownership, sale price | $ 600,000 | ||
Minority Ownership, fair value valuation description | Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $ 600,000. | ||
Minority Ownership, fair value | $ 600,000 | ||
Accrued interest payable - related party | 5,507,327 | $ 5,336,996 | |
Sublease Space, monthly rental income | $ 13,104 | ||
Sublease Space 5-Year Options Increase | 5.00% | ||
Rental Income | $ 81,900 | $ 81,900 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 27, 2013 | |
Lease Expense | $ 264,918 | $ 264,918 | |
All-American Golf Center [Member] | Sponsorship Agreement [Member] | |||
Agreement Initial Payment | $ 200,000 | ||
Club Car Gas Powered Golf Carts [Member] | Monthly [Member] | |||
Lease Expense | $ 2,887 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 1 Months Ended | ||
May 24, 2013 | Jun. 30, 2016 | Dec. 31, 2015 | |
Preferred Stock, issued | 0 | 0 | |
Preferred Stock, outstanding | 0 | 0 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Common Stock, issued | 4,624,123 | 4,624,123 | |
Common Stock, outstanding | 4,624,123 | 4,624,123 | |
One Director And One Employee For Services | |||
Shares Issued | 68,000 | ||
Vesting Rights | In accordance with the terms of the grant, the shares will vest in full at the end of two years from the date of grant for the director. The restricted common stock granted to the employee will vest in full at the end of three years from the date of grant. | ||
Prepaid Stock-Based Compensation | $ 3,211 |